Transcending Geographies. Driving Innovation.

SM SM Transcending Geographies. Driving Innovation. AUTOMOTIVE & TRANSPORTATION MANUFACTURING ENERGY & UTILITIES FINANCIAL STATEMENTS OF SUBSIDIARIES 2011-12

Contents KPIT Limited... 01 KPIT Inc. (Consolidated)... 06 KPIT GmbH... 13 KPIT France SAS... 18 Sparta Consulting Inc... 23 Sparta Infotech India Private Limited... 29 In2Soft GmbH... 36 KPIT (Shanghai) Software Technology Co. Limited... 41 KPIT Netherlands B.V... 45 SYSTIME Global Solutions Private Limited (Consolidated)... 46 Statement pursuant to Section 212 of the Companies Act, 1956, forming part of the s' Report... 58

KPIT Limited Registered Office: Ground Floor, The Annexe, Hurst Grove, Sandford Lane, Hurst, Berkshire RG10 0SQ, United Kingdom s Report Dear Shareholders, Your s are pleased to present herewith the tenth report of the s on the operations of the Company together with the accounts for the year ended. Financial Results Particulars Year 2011-12 GBP Year 2011-12 Year 2010-11 GBP Year 2010-11 Total Revenues 13,901,285 1,070,025,838 11,109,661 788,326,968 Net Profit /(Loss) for the period (1,854) (142,689) (240,088) (17,036,227) Operations The Company recorded revenue of GBP 13.90 Million during the year as compared to GBP 11.11 Million in the previous year. Share Capital Financial Statement of the Subsidiaries F.Y. 2011-2012 During the year, the Company increased its paid up share capital by GBP 0.7 Million. Audit The Company is not required by UK laws to have an independent audit firm to issue a report to the shareholders as to whether the financial statements give a true and fair view. No audit opinion has been sought in respect of these financial statements. The accounts are prepared from the internally prepared management accounts of the Company. The same management accounts are audited in order for the Group Auditors to give an audit opinion in relation to the group accounts i.e. consolidated accounts of KPIT Cummins Ltd., the parent company. However, no separate audit report is given in respect of the Company. An audit report for the group accounts is issued by Deloitte, Haskins & Sells, Pune, and is included in its financial statements. Pune April 30, 2012 For and on behalf of the Board of s KPIT Limited Balance Sheet as at (Pursuant to Section 212 of the Companies Act, 1956) Sources of Funds Share holders Funds Schedule GBP GBP Share capital I 6,421,170 482,052,879 5,717,170 430,052,879 Reserves and surplus II 30,899,369 (22,322,835) Application of Funds Fixed Assets Total 6,421,170 512,952,248 5,717,170 407,730,044 III Gross block 40,316 2,792,335 39,151 2,706,725 Less: Accumulated depreciation 31,522 2,272,122 27,126 1,978,147 Net block 8,794 520,212 12,025 728,578 Investments IV 5,421,625 443,484,562 4,717,625 339,338,744 Current assets, loans and advances Sundry debtors V 3,491,340 285,588,833 3,836,466 275,956,997 Cash and bank balances VI 1,282,048 104,870,532 1,025,035 73,730,752 Loans and advances VII 825,098 67,492,369 372,412 26,787,549 Less: Current liabilities and provisions 5,598,487 457,951,734 5,233,913 376,475,298 VIII 5,492,798 449,306,571 5,129,600 368,972,197 Net current assets 105,689 8,645,164 104,313 7,503,101 Profit and Loss Account IX 885,066 60,302,309 883,212 60,159,620 Notes to Accounts Total 6,421,170 512,952,247 5,717,170 407,730,044 XV The schedules and notes to accounts form an integral part of the financial statements Profit and Loss Account for year ended (Pursuant to Section 212 of the Companies Act, 1956) Income Software Services and Products Schedule GBP GBP Domestic Sales 12,661,361 974,584,965 10,081,911 715,399,222 Export Sales 1,239,924 95,440,875 1,027,749 72,927,747 13,901,285 1,070,025,838 11,109,661 788,326,968 Software development expenses X 11,730,412 902,926,880 9,817,247 696,618,986 Gross Profit 2,170,873 167,098,958 1,292,414 91,707,983 Selling and marketing expenses XI 238,990 18,395,804 217,490 15,432,826 General and administration expenses XII 1,829,231 140,801,705 1,289,758 91,519,491 Operating profit before interest, depreciation and tax 102,652 7,901,450 (214,835) (15,244,334) Interest XIII 9,911 762,906 1,981 140,560 Depreciation III 4,677 359,967 4,788 339,760 Operating profit after interest, depreciation and before tax 88,064 6,778,576 (221,604) (15,724,655) Other income XIV (89,918) (6,921,265) (18,484) (1,311,573) Profit before tax (1,854) (142,689) (240,088) (17,036,227) Provision for Taxation - - - - Profit /(loss) After Tax (1,854) (142,689) (240,088) (17,036,227) Amount available for appropriation (1,854) (142,689) (240,088) (17,036,227) Amount transferred to Profit and Loss Account (1,854) (142,689) (240,088) (17,036,227) Notes to Accounts XV (1,854) (142,689) (240,088) (17,036,227) The schedules and notes to accounts form an integral part of the financial statements For and on behalf of the Board of s For and on behalf of the Board of s Pune April 30, 2012 Pune April 30, 2012 1

KPIT Limited, UK Cash Flow Statement for the year ended (Pursuant to Section 212 of the Companies Act, 1956) A] Cash flow from operating activities Net profit/(loss) before tax and extraordinary items Adjustments for GBP GBP (1,854) (142,689) (240,088) (17,036,227) (Profit)/(loss) on sale of fixed assets 496 38,216 - - Depreciation 4,396 293,975 4,788 339,723 Interest and financial charges 10,156 781,712 2,908 206,312 Interest income 244 18,806 927 65,752 Cash Flow Before Working Capital Changes 13,439 990,020 (231,465) (16,424,439) Adjustments for (Increase)/(decrease) in receivables 345,126 (9,631,836) (1,320,316) (104,783,316) (Increase)/(decrease) in loans and advances (452,686) (40,704,820) (28,049) (3,360,566) Increase/(decrease) in accounts payable 363,198 80,334,374 1,757,224 139,549,420 Cash inflow/(outflow) from Operations 269,077 30,987,738 177,393 14,981,098 B] Cash flow from investing activity Purchase of fixed assets (1,166) (85,609) (7,787) (530,755) Sale of fixed assets (496) (38,216) - - Increase in investments (704,000) (104,145,818) (2,016,170) (155,558,781) Interest received (245) (18,807) (927) (65,752) Net Cash from/(used) in investing activity (705,908) (104,288,450) (2,024,883) (156,155,289) C] Cash flow from financing activity Repayment of term loan Issue of shares 704,000 52,000,000 2,016,170 144,201,250 Increase/(decrease) in working capital loan - - (250,000) (17,007,500) Interest and finance charges (10,156) (781,712) (2,908) (206,312) Net Cash used in financing activity 693,844 51,218,288 1,763,263 126,987,438 D] Exchange Gain/(Loss) 53,222,204 12,454,523 Schedules to the Balance Sheet as at (Pursuant to Section 212 of the Companies Act, 1956) SCHEDULE - I SHARE CAPITAL Authorized Allotted, Called up and fully paid 6,421,170 ordinary shares (previous year 5,717,170 of 1 each) of 1 each GBP GBP 2,000,000 160,660,000 2,000,000 160,660,000 6,421,170 482,052,879 5,717,170 430,052,879 Total 6,421,170 482,052,879 5,717,170 430,052,879 SCHEDULE - II RESERVES AND SURPLUS Cumulative Translation Adjustments As per last Balance Sheet - (22,322,835) - (34,777,358) Add : Additions for the year - 53,222,204-12,454,523-30,899,369 - (22,322,835) Net Increase/(Decrease) in Cash and cash equivalents (A + B+ C+D) 257,014 31,139,780 (84,228) (1,732,229) Cash and cash equivalents at close of the year 1,282,048 104,870,532 1,025,035 73,730,752 Cash and cash equivalents at beginning of the year 1,025,035 73,730,752 1,109,260 75,462,981 Cash Surplus/(deficit) for the year 257,014 31,139,780 (84,228) (1,732,229) Note: Cash and cash equivalents include: Balance with scheduled banks - On current accounts 1,281,586 104,832,701 924,755 66,517,609 - On deposit account 462 37,831 100,280 7,213,143 1,282,048 104,870,532 1,025,035 73,730,752 For and on behalf of the Board of s Pune April 30, 2012 2

Schedules to the Balance Sheet as at (Pursuant to Section 212 of the Companies Act, 1956) SCHEDULE - III FIXED ASSETS Particulars April 1, 2011 Additions Financial Statement of the Subsidiaries F.Y. 2011-2012 Gross block Depreciation Net block Deductions/ Discarded Up to April 1, 2011 Adjustment for the year on deductions/ discarded GBP Leasehold Property 1,023 - - 1,023 1,023 - - - 1,023 - - Office Equipments 1,379 - - 1,379 612-443 - 1,054 324 767 Plant and Machinery (Computers) 30,003 1,943 777 31,169 23,216-3,282-26,499 4,670 6,787 Furniture and Fixtures 6,746 - - 6,746 2,275-671 - 2,946 3,800 4,471 Total 39,151 1,943 777 40,316 27,126-4,396-31,522 8,794 12,025 Previous Year 2010-11 31,364 7,787-39,151 22,339-4,788-27,126 12,025 9,026 Particulars April 1, 2011 Additions Gross block Depreciation Net block Deductions/ Discarded Up to April 1, 2011 Adjustment for the year on deductions/ Discarded March 31,2012 Leasehold Property 70,730 - - 70,730 70,730 - - - 70,730 - - Office Equipments 32,379 - - 32,379 42,710 (10,331) - - 32,379 - (10,331) Computers 2,258,755 149,173 63,564 2,344,364 1,732,779-252,651-1,985,430 358,934 525,976 Furniture and Fixtures 344,861 - - 344,861 131,964-51,619-183,583 161,278 212,897 Total 2,706,725 149,173 63,564 2,792,335 1,978,183 (10,331) 304,270-2,272,122 520,212 728,542 Previous Year 2010-11 2,175,970 530,755-2,706,725 1,638,423-339,760-1,978,183 728,542 537,547 GBP GBP SCHEDULE - IV INVESTMENTS Long-term investments Investment in Subsidiaries KPIT GmbH, Germany 100% of total equity shares One share of nominal value of Euro 20,000 and One share of nominal value of Euro 30,000 5,421,625 443,484,562 4,717,625 339,338,744 Total 5,421,625 443,484,562 4,717,625 339,338,744 SCHEDULE - V SUNDRY DEBTORS Unsecured Outstanding for a period exceeding six months Considered Good - - 8,651 622,266 Considered doubtful - - 24,700 1,776,705 - - 33,351 2,398,971 Other Debts Considered Good 3,491,340 285,588,833 3,803,115 273,558,026 Considered doubtful 3,491,340 285,588,833 3,803,115 273,558,026 Less : Reserve for doubtful debts Total 3,491,340 285,588,833 3,836,466 275,956,997 SCHEDULE - VI CASH AND BANK BALANCES Balance with Scheduled banks On current accounts 1,281,586 104,832,701 924,755 66,517,609 On deposit account 462 37,831 100,280 7,213,143 Total 1,282,048 104,870,532 1,025,035 73,730,752 SCHEDULE - VII LOANS AND ADVANCES [Unsecured, considered good] Advances recoverable in cash or in kind or for value to be received (See Note 8 of Schedule XV) GBP GBP 34,669 2,835,882 33,544 2,412,848 Loans to Group Companies - - - - Interest accrued and due on loans to group companies - - - - Dues from Group companies 757,701 61,979,354 310,223 22,314,376 TDS Receivable - Advance tax 7,513 614,520 5,028 361,650 Prepaid Expenses 11,665 954,221 10,127 728,461 811,548 66,383,976 358,924 25,817,335 Deposits 13,173 1,077,565 13,173 947,555 Interest Accrued but not due 377 30,828 315 22,659 Total 825,098 67,492,369 372,412 26,787,549 SCHEDULE - VIII CURRENT LIABILITIES AND PROVISIONS Current liabilities Sundry creditors Due to Group Companies 4,845,766 396,379,845 4,643,130 333,980,373 For accrued salaries and benefits 298,927 24,452,007 125,332 9,015,110 5,144,693 420,831,852 4,768,462 342,995,482 Other liabilities 343,142 28,068,712 349,218 25,119,248 Provisions 4,963 406,006 11,921 857,467 Total 5,492,798 449,306,571 5,129,600 368,972,197 SCHEDULE - IX PROFIT AND LOSS ACCOUNT As per last Balance Sheet 883,212 60,159,620 643,125 43,123,393 Add: (Surplus)/deficit for the year 1,854 142,689 240,088 17,036,227 Total 885,066 60,302,309 883,212 60,159,620 3

KPIT Limited, UK Schedules annexed to and forming a part of Profit and Loss Account (Pursuant to Section 212 of the Companies Act, 1956) SCHEDULE- X SOFTWARE DEVELOPMENT EXPENSES GBP GBP Consultancy charges 11,274,023 867,797,210 9,805,177 695,762,514 Direct Cost Allocation from India to subsidiaries 6,707 516,239 Visa Expenses - - 12,070 856,471.40 Cost of service delivery 449,682 34,613,431 Total 11,730,412 902,926,880 9,817,247 696,618,986 SCHEDULE - XI SELLING AND MARKETING EXPENSES Marketing Travel Expenses 238,990 18,395,804 217,490 15,432,826.28 Total 238,990 18,395,804 217,490 15,432,826 SCHEDULE - XII GENERAL AND ADMINISTRATION EXPENSES Salaries and bonus 1,048,896 80,736,843 944,833 67,044,075 Contribution to Provident and other funds 142,581 10,974,902 114,046 8,092,520 Recruitment and Training Expenses 11,184 860,831 19,808 1,405,562 Rent, Rates and taxes 68,503 5,272,905 78,766 5,589,113 Communication Expenses 52,070 4,007,979 47,189 3,348,500 G & A cost allocation from India to subsidiaries 393,506 30,289,409 - - Professional and Legal Expenses 65,161 5,015,640 52,500 3,725,324 Printing and stationery 2,085 160,464 2,260 160,400 Repairs to Others 2,199 169,299 2,961 210,090 Power and Fuel 6,502 500,473 3,242 230,055 Insurance Charges 12,781 983,819 13,793 978,747 Audit fees 13,920 1,071,466 5,500 390,273 Loss (net) on Sale of Assets 496 38,216 - - Office Expenses 9,347 719,460 4,860 344,832 Total 1,829,232 140,801,705 1,289,758 91,519,491 SCHEDULE - XIII INTEREST, NET Financial charges 10,156 781,712 2,908 206,312 10,156 781,712 2,908 206,312 Less: Interest income 244 18,806 927 65,752 Total 9,911 762,906 1,981 140,560 SCHEDULE - XIV OTHER INCOME Foreign Exchange Gain/Loss (89,918) (6,921,265) (18,484) (1,311,573) SCHEDULE - XV NOTES TO ACCOUNTS 1. Going Concern (89,918) (6,921,265) (18,484) (1,311,573) KPIT Limited is a company incorporated in the UK. The Company is the wholly owned subsidiary of KPIT Cummins Ltd (formerly known as KPIT Ltd.) the holding company that is incorporated under the laws of India. The company has incurred loss of 142,683 (GBP 1,854) in the current financial year. The accumulated losses till March 2012 of 60,302,303 (GBP 885,066) and the Working Capital of 8,645,164 (GBP 105,689) as of that date have presently been funded by the holding company, by way of capital contribution. However, in the opinion of the management, in the coming years, the Company expects to make sufficient profits to absorb the accumulated losses and meet its operating cash flow needs, out of internal accruals. 2. Significant Accounting Policies a) Basis for preparation of financial statements The financial statements have been prepared on historical cost convention on accrual basis, in accordance with Generally Accepted Accounting Principles (GAAP) as applicable in India and the provisions of the Companies Act, 1956. The accounting standards issued by the Institute of Chartered Accountants of India have been complied with to the extent applicable to the Company. All income and expenditure having a material bearing on the financial statements are recognised on the accrual basis. b) Revenue recognition Revenue from software development and services on time and material basis is recognized based on software development, services rendered and billed to clients as per the contractual obligations. In case of fixed price contracts, revenue is recognized based on the milestones achieved as agreed upon in the contract on proportionate completion basis. c) Expenditure Expenses are accounted on an accrual basis and provisions are made for all known losses and liabilities. d) Fixed Assets Fixed assets are stated at the cost of acquisition, less accumulated depreciation. Direct costs are capitalized till the assets are ready to put to use. Fixed assets taken on lease are written off over the lease period. e) Depreciation Depreciation on fixed asset of the Company is provided on expected useful life of the assets at the following rates: Class of Asset Leasehold Buildings Computer Hardware Plant & Machinery & Office equipment Furniture, fittings and equipments f) Impairment of Assets Rate of Depreciation Amortized over the period of lease. 33.33% - SLM 33.33% - SLM 15% - RBM Management periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired. Impairment occurs where the carrying value exceeds the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the higher of the asset s net sales price or present value as determined above. During the year under consideration, there was no indication, either internal or external as to the impairment of any of the assets. g) Foreign Currency Transactions The transactions with respect to the income and expenditure in foreign currency are recorded at a monthly average exchange rate, which is near to the actual rate. The exchange differences arising either on settlement or on translation of foreign currency transactions are recognized in the profit and loss account in the year in which they arise. h) Conversion into Indian Rupees The transactions, which are in local currency GBP, have been converted for reporting in Indian Currency on the following basis. For the purpose of preparation of the accounts during the year, all income and expense items are converted at the average rate of exchange applicable for the year. All assets and liabilities are translated at the closing rate as on the balance sheet date except for fixed assets which are converted at the exchange rate prevailing at the time of acquisition of these assets. The share capital is carried forward at the rate of exchange prevailing on the transaction date. The resulting exchange difference on account of translation of account balances at the year end is transferred to the Translation Reserve Account and the said account is being treated as Reserve and Surplus. i) Investments Long-term Investments are stated at Cost, less any provision for permanent diminution in value. Such costs are inclusive of acquisition costs directly attributable to the Investments such as legal expenses, professional fees etc. incurred during the course of such acquisition. Overseas investments are carried at their original rupee cost. j) Provisions, Contingent Liabilities and Contingent Assets As per Accounting Standard 29, Provisions, Contingent Liabilities and Contingent Assets, the Company recognizes provisions only when it has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and when a reliable estimate of the amount of the obligation can be made. No Provisions is recognized for A. Any possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or B. Any present obligation that arises from past events but is not recognized because 1. It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or 2. A reliable estimate of the amount of obligation cannot be made. Such obligations are recorded as Contingent Liabilities. These are assessed periodically and only that part of the obligation for which an outflow of resources embodying economic benefits is probable, is provided for, except in the extremely rare circumstances where no reliable estimate can be made. Contingent Assets are not recognized in the financial statements since this may result in the recognition of income that may never be realized 4

Financial Statement of the Subsidiaries F.Y. 2011-2012 3. Contingent Liabilities The Company has no liabilities of contingent nature outstanding as at. 4. Earnings in Foreign Currency Sr. No. Particulars 2011-12 2010-11 1. Software Exports 308,125,963 245,783,369 Sr. No. Particulars 2011-12 GBP 2010-11 GBP 1. Software Exports 4,003,196 3,463,689 5. Expenditure in Foreign Currency Sr. No. Particulars 2011-12 2010-11 1. Software Consultancy Charges 199,109,097 221,133,751 2. Salary 6,602,157 Nil 3. Professional Fees 2,509,266 210,247 4. Travel Expenses 404,824 Nil Sr. No. Particulars 2011-12 GBP 2010-11 GBP 1. Software Consultancy Charges 2,586,837 3,119,313 2. Salary 85,772 Nil 3. Professional Fees 32,599 2,963 4. Travel Expenses 5,259 Nil 6. Related party transactions Sr. No. During the year the Company entered into related party transactions with the following:- Name of Related Party 1. KPIT Cummins Limited 2 KPIT GmbH, Germany 3. KPIT GmbH, Germany 4. KPIT Cummins Limited 5. KPIT Cummins Limited 6. KPIT Inc. 7. KPIT Inc. 8 Sparta Consulting Inc. USA 9 Sparta Consulting Inc. USA 10 In2Soft GmbH Germany 11. KPIT France SAS 12. KPIT France SAS Description of Relationship Subsidiary Subsidiary Fellow subsidiary of Holding Company Fellow subsidiary of Holding Company Fellow subsidiary of Holding Company Fellow subsidiary of Holding Company Fellow subsidiary of Holding Company Fellow subsidiary of Holding Company Fellow subsidiary of Holding Company 13. Pankaj Sathe Key Management Personnel 14. Key Management Personnel Nature of Transaction Software Consultancy Charges Payable. of Expenses to of Expenses from of Expenses from of Expenses to of Expenses From of Expenses To of Expenses From of Expenses to of Expenses from of Expenses From of Expenses To Salary & of Expenses Salary & of Expenses Amount of Transaction 658,220,735 [695,762,514] 293,321 [127,829] 44,019 [802,953] 100,491,748 [105,782,534) 66,923,199 [1,438,258] 28,067,862 [8,861,190] 40,105 8,859,167 [7,504,927] 837,477 27,124,186 [3,244,240] 1,278,912 12,733,403 20,245,104 [18,006,429] 1,287,592 [1,203,933] Balance as at March 31,2012 (342,378,378) [288,988,337] 18,033 6,164,644 [9,421,221] 15,510,724 [2,144,006] 2,493,262 [7,504,927] Nil 30,813,554 [3,244,240] (Nil) (338,609) (3,140,088) [(1,598,303)] Nil Sr. No. Name of Related Party 1. KPIT Cummins Limited 2. KPIT GmbH, Germany 3. KPIT GmbH, Germany 4. KPIT Cummins Limited 5. KPIT Cummins Limited 6 KPIT Inc. 7. KPIT Inc. 8 Sparta Consulting Inc. USA 9 Sparta Consulting Inc. USA 10 In2Soft GmbH Germany 11. KPIT France SAS 12. KPIT France SAS Description of Relationship Subsidiary Subsidiary Fellow subsidiary of Holding company Fellow subsidiary of Holding company Fellow subsidiary of Holding company Fellow subsidiary of Holding company Fellow subsidiary of Holding company Fellow subsidiary of Holding company Fellow subsidiary of Holding company 13. Pankaj Sathe Key Management Personnal 14. Key Management Personnel The figures for the previous year are shown in brackets. Nature of Transaction Software Consultancy Charges Payable of Expenses to of Expenses From of Expenses from of Expenses to of Expenses From of Expenses to of Expenses From of Expenses to of Expenses From of Expenses From of Expenses To Salary and of Expenses Salary and of Expenses Amount of Transaction (GBP) 8,551,653 [9,805,177] Balance as at March 31,2012 (GBP) (4,185,596) [4,017,633] 3,586 [1,777] 220 538 [(1,411)] [11,163] 1,228,517 [1,470,631] 818,139 [19,995] 343,131 [123,192] 490 108,304 [104,337] 10,238 [7,504,927] 331,595 [45,103] 155,667 15,635 263,026 [253,755] 16,728 (16,966) 75,363 [130,977] 189,620 [29,807] 30,480 [104,337] Nil 376,697 [45,103] (4,140) (40,796) [(22,220)] 7. Advances recoverable in cash or in kind or value to be received include 1,000,651 (previous year 1,150,880), GBP 13,000 (previous year GBP 16,000) towards loan given to the, Projects and Services. The maximum balance outstanding during the year is 1,212,327 (Previous year 2,069,704) GBP 15,750 (Previous year 28,774) 8. Income Taxes No provision for Income Tax has been made in view of the significant accumulated carried forward losses. On the grounds of prudence deferred tax asset has not been created on the timing differences arising on account of significant carried forward losses. 9. The above financial statements are prepared from the internally prepared management Accounts of the Company. The same management Accounts are audited in order for the Group Auditors to give an audit opinion in relation to Group accounts. However, no separate audit report is given in respect of the Company. An audit report for the Group is issued by Deloitte Haskins & Sells and is included in its financial statements. 10. The previous year s figures have been regrouped, wherever necessary, to conform to the current Year s classification. 11. The Company is a wholly owned subsidiary of KPIT Cummins Limited. The accounts have been prepared and audited to be attached to the accounts of KPIT Cummins Limited, the holding company to comply with the provisions of Section 212 of the Companies Act, in India. 12. During the year KPIT Cummins Ltd. has invested further capital of GBP 704,000. 13. During the year KPIT ltd UK has invested further capital of GBP 704,000 in KPIT GmbH, Germany. Pune April 30, 2012 Nil Nil For and on behalf of the Board of s 5

KPIT Inc, USA KPIT Inc. Registered Office: 33, Wood Avenue South, Iselin, NJ 08830, USA s Report Dear Shareholders, Your s are pleased to present herewith the eleventh report of the s on the operations of the Company together with the accounts for the year ended. Financial Results (Consolidated) Particulars Year 2011-12 USD Year 2011-12 Year 2010-11 USD Year 2010-11 Share Capital During the year under review, the Company increased its Authorised Share Capital by USD 4 Million. Audit The Company is not required by US laws to have an independent audit firm to issue a report to the shareholders as to whether the financial statements give a true and fair view. No audit opinion has been sought in respect of these financial statements. The accounts are prepared from the internally prepared management accounts of the Company. The same management accounts are audited in order for the Group Auditors to give an audit opinion in relation to the group accounts i.e. consolidated accounts of KPIT Cummins Ltd., the parent company. However, no separate audit report is given in respect of the Company. An audit report for the group accounts is issued by Deloitte, Haskins & Sells, Pune, and is included in its financial statements. Total Revenues Net Profit/(Loss) for the period 119,965,901 2,272,285 5,771,814,414 109,324,473 91,537,329 (278,914) 4,173,491,902 12,716,623 For and on behalf of the Board of s KPIT Inc. Operations The Company recorded revenue of USD 119.96 Million during the year as compared to USD 91.54 Million in previous year. Net profit for the period is USD 2.27 Million. Pune April 30, 2012 Consolidated Balance Sheet as at Schedule USD USD USD USD SOURCES OF FUNDS Share Holders Funds Share Capital I 28,209,854 1,311,573,985 24,209,854 1,114,573,985 Reserves and Surplus II 3,297,421 299,815,985 1,025,136 12,348,385 31,507,275 1,611,389,970 25,234,990 1,126,922,370 Loan Funds Unsecured Loan III 21,603,797 1,105,174,602 - - Deferred Tax Liability 5,363 274,352 12,379 552,722 Total 53,116,435 2,716,838,924 25,247,369 1,127,475,092 APPLICATION OF FUNDS Fixed Assets IV Gross Block 945,233 42,861,569 756,297 32,100,543 Less: Accumulated Depreciation/Amortization 740,355 32,792,655 656,593 27,676,298 Net Block 204,878 10,068,914 99,704 4,424,245 Capital Work in Progress - 204,878-10,068,914-99,704-4,424,245 Goodwill on consolidation 11,500,894 588,345,472 9,902,521 442,147,666 Investments V 24,648,137 1,260,912,420 8,060,867 359,917,704 Current assets, Loans and Advances Sundry Debtors VI 27,900,275 1,427,280,408 21,724,037 969,978,256 Cash & Bank Balances VII 4,073,050 208,362,975 3,400,578 151,835,826 Loans & Advances VIII 14,385,220 735,897,496 10,248,410 457,591,540 Less: Current Liabilities and Provisions IX 46,358,545 2,371,540,879 35,373,025 1,579,405,622 Current Liabilities 23,430,598 1,198,627,420 24,231,135 1,081,712,742 Provisions 6,165,421 315,401,341 3,957,613 176,707,403 29,596,019 1,514,028,761 28,188,748 1,258,420,145 Net Current Assets/(Liabilities) 16,762,526 857,512,118 7,184,277 320,985,477 Significant Accounting Policies and Notes to the Consolidated Financial Statements Total 53,116,435 2,716,838,924 25,247,369 1,127,475,092 XV The Schedules referred to above form an Integral Part of the Financial Statements In terms of our report attached For and on behalf of Board of s Pune April 30, 2012 6

Statement of Consolidated Profit and Loss for the year ended INCOME Software Services and Products The Schedules referred to above form an Integral Part of the Financial Statements In terms of our report attached Pune April 30, 2012 Schedule USD USD Revenue 119,965,901 5,771,814,414 91,537,329 4,173,491,902 Software Development Expenses 119,965,901 5,771,814,414 91,537,329 4,173,491,902 X 98,487,967 4,738,465,365 79,941,199 3,644,785,742 Gross Profit 21,477,934 1,033,349,048 11,596,130 528,706,160 Selling and Marketing Expenses General and Administration Expenses Profit Before Interest, Depreciation, Exchange Gain/(Loss) and Tax XI 6,260,968 301,228,475 4,940,756 225,265,534 XII 10,523,821 506,323,372 5,855,484 266,971,010 4,693,145 225,797,201 799,889 36,469,615 Interest XIII 298,567 14,364,731 (595) (27,131) Depreciation / Amortization 83,761 4,029,901 82,795 3,774,897 Profit After Interest, Depreciation and Before Exchange Gain/(Loss) and Tax 4,310,817 207,402,569 717,689 32,721,849 Other Income XIV 26,119 1,256,651 140,063 6,385,965 Profit Before Tax 4,336,936 208,659,220 857,753 39,107,814 Provision for Taxation - Current Year Provision for Taxation - Deferred Tax 2,064,651 99,334,747 1,103,817 50,326,696 - - 32,850 1,497,741 Sub Total 2,064,651 99,334,747 1,136,667 51,824,437 Profit After Tax 2,272,285 109,324,473 (278,914) (12,716,623) Significant Accounting Policies and Notes to the Consolidated Financial Statements XV For and on behalf of Board of s Financial Statement of the Subsidiaries F.Y. 2011-2012 Consolidated Cash Flow Statement for year ended PARTICULARS A] CASH FLOW FROM OPERATING ACTIVITIES USD USD Net profit / (loss) before tax 4,336,936 208,659,220 857,753 39,107,768 Adjustments for Depreciation / Amortization 83,761 4,029,901 82,795 3,774,894 Interest and financial charges 298,567 14,364,731 (596) (27,132) Interest income (46,249) (2,225,114) (87,565) (3,992,390) Provision for doubtful debts/(write back of excess provision for bad and doubtful debts) 2,731 131,394 (89,583) (4,084,376) Bad debts written off 8,508 409,314 - - Operating Profit before working capital changes 4,684,254 225,369,446 762,804 34,778,764 Adjustments for (Increase) / Decrease in Sundry Debtors (6,187,477) (457,842,861) (10,001,784) (440,795,073) (Increase) / Decrease in Loans and Advances 4,707,301 202,956,583 (4,786,958) (210,835,072) Increase / (Decrease) in Current Liabilities and Provisions (659,746) 125,142,955 15,136,712 669,407,553 Cash generated from operations 2,544,332 95,626,123 1,110,774 52,556,172 Taxes Paid (1,712,328) (85,056,738) (1,103,818) (50,347,617) Net cash from operating activities 832,003 10,569,385 6,956 2,208,555 B] CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets and Intangible assets (including CWIP) (188,936) (9,627,033) (97,048) (6,206,695) Investment in shares of Sparta Inc (16,587,270) (900,994,716) - - Additional Investment in CPG (1,598,372) (146,197,806) - - Goodwill on acquisition of CPG - - (5,772,444) (257,846,019) Interest received 46,249 2,225,114 87,565 3,992,390 Net Cash from / ( used in ) investing activities (18,328,329) (1,054,594,441) (5,781,927) (260,060,324) C] CASH FLOW FROM FINANCING ACTIVITIES Repayment of term loan (Net) 16,000,000 818,504,000 - - Proceeds from issue of Share Capital 4,000,000 197,000,000 6,000,000 269,558,219 Loan from holding company 5,543,313 283,576,466 - - Loan to Sparta Inc (7,136,432) (365,074,885) - - Proceeds from working capital loan (net) - - 450,000 20,092,500 Interest and finance charges (238,083) (11,270,596) 596 27,132 Net cash from /(used in ) financing activities 18,168,798 922,734,985 6,450,596 289,677,851 D] Exchange Gain / (Loss) - 177,817,220 - (3,004,643) Net Increase / (Decrease) in Cash and cash equivalents (A + B+ C+ D ) 672,472 56,527,149 675,625 28,821,439 Cash & cash equivalents at close of the year (Refer note no.1 below) 4,073,050 208,362,975 3,400,578 151,835,826 Cash & cash equivalents at beginning of the year (Refer note no.1 below) 3,400,578 151,835,826 2,724,953 123,014,387 Cash Surplus / (deficit) for the year 672,472 56,527,149 675,625 28,821,439 Note 2: The above cash flow statement has been prepared under the indirect method as set out in Accounting Standard 3 on cash flow statements. Note 3: Previous year s figures have been rearranged/regroupped wherever necessary. For and on behalf of Board of s Pune April 30, 2012 7

KPIT Inc, USA Schedules annexed to and forming part of the Consolidated Balance Sheet as at March 31, 2011 March 31, 2011 USD USD USD USD SCHEDULE - I SHARE CAPITAL ISSUED, SUBSCRIBED AND PAID UP 28,209,854 1,311,573,985 24,209,854 1,114,573,985 11,092 (Previous Year 10,592) ordinary Stock at par Total 28,209,854 1,311,573,985 24,209,854 1,114,573,985 SCHEDULE - II RESERVES AND SURPLUS Capital reserve As per last Balance Sheet 31,781 1,625,754 31,781 1,418,977 Additions during the year - 31,781-1,625,754-31,781-1,418,977 Translation reserve As per last Balance Sheet (33,368,351) - Additions during the year - 171,417,545 138,049,194 - (33,368,351) (33,368,351) Profit & loss account As per last Balance Sheet 993,355 50,816,564 1,272,269 57,014,382 Add: Surplus/(deficit) for the year 2,272,285 109,324,473 (278,914) (12,716,623) 3,265,640 160,141,037 993,355 44,297,759 Total 3,297,421 299,815,985 1,025,136 12,348,385 SCHEDULE - III UNSECURED LOANS Term Loan From banks 16,000,000 818,504,000 - - (Loan from DBS against Corporate Garauntee issued by the holding company) From Others 5,543,313 283,576,466 - - (Loan from holding company) Interest Accrued and Due 60,484 3,094,136 - - Total 21,603,797 1,105,174,602 - - SCHEDULE - IV FIXED ASSETS Particulars April 1, 2011 Additions for the Year 2011-12 Gross Block Depreciation Net Block Deductions for the Year 2011-12 Adjustment on FE translation Up to April 1, 2011 For the Year 2011-12 On Deletions/ Discarded for the year 2011-12 Adjustment on FE translation Up to USD Goodwill 308,016 - - - 308,016 308,016 - - - 308,016 - Buildings 14,228 13,610 - - 27,838-4,548 - - 4,548 23,290 Computers 309,063 85,217 - - 394,280 253,104 47,563 - - 300,667 93,613 Furniture & Fixtures 79,155 36,522 - - 115,677 59,143 13,576 - - 72,719 42,958 Plant & Machinery 28,516 - - - 28,516 28,361 60 - - 28,421 95 Software 17,319 53,587 - - 70,906 7,970 18,014 - - 25,984 44,922 Particulars TOTAL 756,297 188,936 - - 945,233 656,594 83,761 - - 740,355 204,878 April 1, 2011 Additions for the Year 2011-12 Gross Block Depreciation Net Block Deductions for the Year 2011-12 Adjustment on FE translation Up to April 1, 2011 For the Year 2011-12 On Deletions/ Discarded for the year 2011-12 Adjustment on FE translation Up to Goodwill 12,228,223 - - - 12,228,223 12,228,223 - - - 12,228,223 - Buildings 635,280 696,257-92,574 1,424,111-218,823-13,845 232,668 1,191,443 Computers 13,693,499 4,321,142-742,253 18,756,894 11,363,245 2,288,300-696,804 14,348,349 4,408,545 Furniture & Fixtures 3,476,293 1,868,328-65,899 5,410,520 2,604,651 653,190-63,240 3,321,081 2,089,439 Plant & Machinery 1,320,880 - - 620 1,321,500 1,311,508 2,887-670 1,315,065 6,435 Software 773,277 2,741,306-205,738 3,720,321 355,843 866,701-124,725 1,347,269 2,373,052 TOTAL 32,127,452 9,627,033-1,107,084 42,861,569 27,863,470 4,029,901-899,284 32,792,655 10,068,914 8

Schedules annexed to and forming part of the Balance Sheet as at Financial Statement of the Subsidiaries F.Y. 2011-2012 March 31, 2011 March 31, 2011 USD USD USD USD SCHEDULE - V INVESTMENTS Investment in shares of Findant Inc A company incorporated in USA 342,136 17,502,480 342,136 15,276,372 1,651,179 Equity Stock at par ( Previous Year 1,651,179 at par) Less : Provision for decline in the value of investments (342,136) - (17,502,480) - (342,136) - (15,276,372) - Investment in subsidiaries at cost Shares of Sparta Consulting Inc 24,648,137 1,260,912,420 8,060,867 359,917,704 Total 24,648,137 1,260,912,420 8,060,867 359,917,704 SCHEDULE - VI SUNDRY DEBTORS Unsecured Outstanding for a period exceeding six months Considered Good 658,571 33,643,928 - - Considered Doubtful 1,976 101,250 213,015 9,615,480 660,547 33,745,178 213,015 9,615,480 Other Debts Considered Good 27,241,704 1,393,636,480 21,506,618 960,163,975 Considered Doubtful 755 38,458 4,404 198,801 27,242,459 1,393,674,938 21,511,022 960,362,776 Less: Provision for Doubtful Debts 2,731 27,900,275 139,708 1,427,280,408-21,724,037-969,978,256 Total 27,900,275 1,427,280,408 21,724,037 969,978,256 SCHEDULE - VII CASH AND BANK BALANCES Balance with Scheduled banks On Current Accounts 4,073,050 208,362,975 3,400,578 151,835,826 On Deposit Account - 4,073,050-208,362,975-3,400,578-151,835,826 Total 4,073,050 208,362,975 3,400,578 151,835,826 SCHEDULE - VIII LOANS AND ADVANCES [Unsecured, considered good unless otherwise stated] Advances recoverable in cash or in kind or for value to be received 274,047 14,019,301 90,340 4,033,689 Advance Tax and Tax Deducted At Source (net of provision) 6,138,441 314,021,137 4,430,761 197,833,484 Prepaid Expenses 814,295 7,226,783 41,656,471 369,696,909 134,263 4,655,364 5,994,852 207,862,025 Loan to Sparta 7,136,432 365,074,885 5,563,976 248,431,522 Deposits 22,005 1,125,702 29,070 1,297,993 Total 14,385,220 735,897,496 10,248,410 457,591,540 SCHEDULE - IX CURRENT LIABILITIES AND PROVISIONS Current Liabilities Sundry Creditors For Goods and Services 19,403,351 992,607,521 20,347,360 908,509,642 For Accrued Salaries and Benefits 3,367,263 172,257,414 2,294,993 102,471,459 22,770,614 1,164,864,935 22,642,353 1,010,981,101 Dues from associate 104,078 5,324,256 1,407,813 62,858,852 Other Liabilities 310,721 15,895,423 65,645 2,723,572 Unearned Revenue 245,185 12,542,806 115,324 5,149,217 Unclaimed Dividend - - - - 659,984 33,762,485 1,588,782 70,731,641 23,430,598 1,198,627,420 24,231,135 1,081,712,742 Provisions for Taxation (net of advance tax) 5,835,047 298,500,559 3,763,380 168,034,897 For Staff Benefits 330,374 16,900,782 194,233 8,672,506 6,165,421 315,401,341 3,957,613 176,707,403 Total 29,596,019 1,514,028,761 28,188,748 1,258,420,145 9

KPIT Inc, USA Schedules annexed to and forming part of the Statement of Consolidated Profit and Loss for the year ended SCHEDULE - X SOFTWARE DEVELOPMENT EXPENSES USD USD Salaries and Bonus 3,859,484 185,687,955 3,074,075 140,157,334 Consultancy Charges 36,442,639 1,753,332,791 21,902,130 998,591,115 Travel and Overseas Expenses 3,235,540 155,668,711 1,444,125 65,842,479 Cost of Service Delivery 54,950,304 2,643,775,908 53,520,869 2,440,194,815 SCHEDULE - XI SELLING AND MARKETING EXPENSES Total 98,487,967 4,738,465,365 79,941,199 3,644,785,742 Marketing Services Expenses 5,356,702 257,722,323 4,444,573 202,642,890 Marketing Travel Expenses 904,266 43,506,152 496,183 22,622,644 SCHEDULE - XII GENERAL AND ADMINISTRATION EXPENSES Total 6,260,968 301,228,475 4,940,756 225,265,534 Salaries and Bonus 8,785,540 422,690,995 2,443,091 111,388,663 Staff Welfare 85,048 4,091,818 76,395 3,483,102 Foreign Travel Expenses 871 41,920 83,349 3,800,171 Travelling and Conveyance 139,615 6,717,195 233,793 10,659,396 Recruitment and Training Expenses 206,691 9,944,320 395,652 18,039,072 Rent, Rates and Taxes 269,154 12,949,555 414,598 18,902,912 Communication Expenses 274,495 13,206,539 314,238 14,327,161 Professional and Legal Expenses 466,224 22,431,025 698,563 31,849,798 Printing and Stationery 22,153 1,065,808 31,372 1,430,333 Repairs to Building 1,113 53,530 14,545 663,156 Repairs to Plant and Machinery 514 24,718 316,402 14,425,806 Repairs to Others 1,682 80,948 60,564 2,761,310 Power and Fuel 3,671 176,602 192,165 8,761,423 Insurance Charges 137,065 6,594,489 198,982 9,072,248 Auditors Remuneration Audit Fees - - 14,622 666,655 Certification Charges - - 786 35,814 Out-of-pocket Expenses - - 1,911 87,122 Bad debts Written Off 8,508 409,314 89,583 4,084,377 Provision for Bad and Doubtful Debts/(Write back of excess provision) 2,731 131,394 (99,494) (4,536,252) Loss (net) on Sale of Assets - - 2,996 136,589 Miscellaneous Expenses 118,746 5,713,202 371,371 16,932,154 SCHEDULE - XIII INTEREST, NET Interest Total 10,523,821 506,323,372 5,855,484 266,971,010 - Fixed Period Loans 294,304 14,159,599 - - Bank Charges 4,264 205,133 (595) (27,131) SCHEDULE - XIV - OTHER INCOME Total 298,568 14,364,732 (595) (27,131) Interest Income 46,249 2,225,114 87,565 3,992,393 Foreign exchange gain/(loss) (26,503) (1,275,139) 52,498 2,393,572 Miscellaneous Income 6,373 306,674 - - Total 26,119 1,256,651 140,063 6,385,965 Notes to Accounts 1. Basis of consolidation The Consolidated Financial Statements relate to KPIT Inc. (the Company) and its subsidiaries namely, KPIT Solvcentral Inc and CPG Solutions LLP, which together constitute the Group. a. Princilples of consolidation: The Consolidated Financial Statements have been prepared on the following basis: i. The Financial Statements of the Company and its subsidiary have been combined on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and expenses. The intra-group balances and intra-group transactions and unrealized profits or losses have been fully eliminated. ii. The excess of cost to the Company of its investments in the Subsidiary Companies over its share of equity of the subsidiary companies, at the dates on which the investment in the Subsidiary Companies are made, is recognized as Goodwill on Consolidation being an asset in the Consolidated Financial Statements. Alternatively, where the share of equity in the subsidiary companies on the date of investment is in excess of cost of investment of the Company, it is recognized as Capital Reserve and shown under the head Reserves and Surplus in the Consolidated Financial Statements. b. Following subsidiaries are considered in the Consolidated Financial Statements: Sr. No. 2. Going Concern Name of the Subsidiary 1. KPIT Inc (Solvcentral.Com) Country of Incorporation March 31, 2012 % voting power held March 31, 2011 US 100.00 100.00 2. CPG Solutions LLP US 100.00 100.00 KPIT Inc. is a company incorporated in the State of New Jersey, USA. The company is the wholly owned subsidiary of KPIT Cummins Ltd, the holding company that is incorporated under the laws of India. The company after consolidating its subsidiaries KPIT Solvcentral.Com and CPG Solutions LLP, has made a profit of Rs. 109,324,473, (USD 2,272,285) in the current financial year. The company s accumulated Profit till March 2012 of Rs. 160,141,137,(USD 3,265,640) and the Working Capital of Rs. 857,512,118/- (USD 16,762,526) as of that date, have presently been funded by the holding company, by way of capital contribution. During the year KPIT Cummins Ltd has invested further capital of USD 4,000,000. 3. Significant Accounting Policies a) Basis for preparation of financial statements The financial statements have been prepared on historical cost convention and on accrual basis, in accordance with Generally Accepted Accounting Principles (GAAP) as applicable in India and the provisions of the Companies Act, 1956. The accounting standards issued by the Institute of Chartered Accountants of India have been complied with to the extent applicable to the Company. All income and expenditure having a material bearing on the financial statements are Recognized on an accrual basis. b) Revenue recognition Revenue from software development and services on time and material basis is recognized based on software development, services rendered and billed to clients as per the contractual obligations. In case of fixed price contracts, revenue is recognized based on the milestone/s achieved as agreed upon in the contract on proportionate completion basis. c) Expenditure Expenses are accounted on an accrual basis and provisions are made for all known losses and liabilities. d) Fixed Assets Fixed assets are stated at the cost of acquisition, less accumulated depreciation. Direct costs are capitalized till the assets are ready to put to use. e) Depreciation Depreciation on fixed asset of the Company is provided based on expected useful life of the assets at the following rates on straight-line method (SLM): Class of Asset KPIT Inc Rates of Depreciation KPIT Inc. (Solvcentral.com) CPG Solutions LLP Computer Hardware 20% 33.33% 25% Office Equipments 20% 10% Furniture and Fixtures Electrical Equipments Goodwill 20% 10% 25% 10% 14.29% N.A Amortized over 3 years Plant & Machinery N.A 33.33% N.A N.A N.A 10

Financial Statement of the Subsidiaries F.Y. 2011-2012 Notes to Accounts f) Impairment of Assets Management periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired. Impairment occurs where the carrying value exceeds the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the higher of the asset s net sales price or present value as determined above. During the year under consideration, there was no indication, either internal or external as to the impairment of any of the assets. g) Conversion into Indian Rupees The transaction in reporting currency, i.e. USD, have been converted for reporting in Indian Currency, i.e. INR on the following basis. For the purpose of preparation of the accounts during the year, all income and expense items are converted at the average rate of exchange applicable for the year. All assets and liabilities are translated at the closing rate as on the balance sheet date except for fixed assets which are converted at the exchange rate prevailing at the time of acquisition of these assets. The Share Capital is carried forward at the rate of exchange prevailing on the transaction date. The resulting exchange difference on account of translation at the year end is transferred to the Translation Reserve Account and the said account is being treated as Reserve and Surplus. h) Investments Long term Investments are stated at Cost, less any provision for permanent diminution in value. Such costs are inclusive of acquisition costs directly attributable to the Investments such as legal expenses, professional fees etc. incurred during the course of such acquisition. Overseas investments are carried at their original rupee cost. i) Provisions, Contingent Liabilities and Contingent Assets As per Accounting Standard 29, Provisions, Contingent Liabilities and Contingent Assets, the Company recognizes provisions only when it has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and when a reliable estimate of the amount of the obligation can be made. No Provisions is recognized for A. Any possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or B. Any present obligation that arises from past events but is not recognized because- 1) It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or 2) A reliable estimate of the amount of obligation cannot be made. Such obligations are recorded as Contingent Liabilities. These are assessed periodically and only that part of the obligation for which an outflow of resources embodying economic benefits is probable, is provided for, except in the extremely rare circumstances where no reliable estimate can be made. Contingent Assets are not recognized in the financial statements since this may result in t he recognition of income that may never be realized. j) Contingent Liabilities The Company has no liabilities of contingent nature outstanding as at. 4. Related party transactions Sr. No. During the year the company entered into following related party transactions with the following. The figures for the last year are mentioned in Bracket at the bottom of Amount column. Name of Related Party 1 KPIT Cummins Limited 2 KPIT Cummins Limited 3 KPIT Cummins Limited 4 KPIT Ltd. UK 5 KPIT Ltd. UK 6 KPIT Cummins Limited Description of Relationship Fellow Subsidiary of KPIT Cummins Limited Fellow Subsidiary of KPIT Cummins Limited Nature of Transaction Software Consultancy Charges Payable of expenses To of expenses from of marketing expenses To of marketing expenses From Loan from KPIT Cummins Amount of Transaction 2,577,947,097 [2,322,114,451] 309,199,782 [165,240,391] 61,022,588 [37,768,340] 24,430,279 [7,636,892] 29,478 281,360,750 Balance as at March 31,2012 803,458,979 [(733,998,381)] (61,625,993) [(60,738,541)] (15,423,246) [(2,120,311)] 281,360,750 Sr. No. Name of Related Party 7 KPIT Cummins Limited 8 Sparta Consulting Inc.USA 9 Sparta Consulting Inc.USA 10 Sparta Consulting Inc.USA Description of Relationship Fellow Subsidiary of KPIT Inc Fellow Subsidiary of KPIT Inc Fellow Subsidiary of KPIT Inc 11 Sachin Tikekar Key Management Personnel Sr. No. Name of Related Party 1 KPIT Cummins Limited 2 KPIT Cummins Limited 3 KPIT Cummins Limited 4 KPIT Ltd. UK 5 KPIT Ltd. UK 6 KPIT Cummins Limited 7 KPIT Cummins Limited 8 Sparta Consulting Inc. USA 9 Sparta Consulting Inc. USA 10 Sparta Consulting Inc. USA Description of Relationship Fellow Subsidiary of KPIT Cummins Limited Fellow Subsidiary of KPIT Cummins Limited Fellow Subsidiary of KPIT Inc Fellow Subsidiary of KPIT Inc Fellow Subsidiary of KPIT Inc 11 Sachin Tikekar Key Management Personnel The previous years figures are shown in brackets [ ]. 5. Income Taxes Nature of Transaction Interest on loan Amount Loan given to Sparta Consulting inc.usa Interest on Loan given to Sparta Consulting inc. USA of expenses from Sparta Consulting Inc.USA Salary & of expenses Nature of Transaction Software Consultancy Charges Payable of expenses To KPIT Cummins India of marketing expenses From KPIT Cummins Ltd. of marketing expenses to KPIT Ltd UK of marketing expenses from KPIT Ltd UK Loan from KPIT Cummins Interest on loan Amount Loan given to Sparta Consulting inc. USA Interest on Loan given to Sparta Consulting inc. USA of expenses from Sparta Consulting Inc. USA Salary & of expenses Amount of Transaction 2,215,716 127,891,250 [111,625,000] 4,308,780 [3,992,390] 114,586,127 [28,509,237] 274,908 [322,867] Amount of Transaction (USD) 53,582,067 [52,007,043] 6,044,193 [3,700,793] 1,268,341 [845,875] 507,778 [171,039] 613 5,500,000 43,313 25,00,000 [25,00,000] 89,561 [87,565] 2,381,647 [625,294] 5,374 [7,231] Balance as at March 31,2012 2,215,716 358,095,500 [245,575,000] 6,979,385 [2,916,666] 100,940,297 [27,919,377] Nil Balance as at March 31,2012 (USD) 15,705,902 [(16,438,934)] (1,204,656) [(1,360,326)] (301,491) [(47,487)] 5,500,000 43,313 70,00,000 [55,00,000] 136,432 [63,976] 1,973,166 [625,294] Nil a. Net Provision of 99,667,899 (USD 2,064,651) has been made in the books for the current year 2011-12 based on tax laws in USA in respect of Federal Tax & State Tax. b. Pursuant to the Accounting Standard (AS-22) on Accounting for taxes on income issued by the Institute of Chartered Accountants of India which is mandatory, the Company has considered the effect of timing differences in the tax expenses in the Profit and Loss Account and deferred tax a asset / liability in the Balance Sheet. 11